By participating in the Fractal Tokens Crowdsale, you consent to the Terms and Conditions of this page
Your purchase of Fractal Tokens (each, a “Token”) during the Crowd Sale (as defined below) from FTO.ninja (“FTO”) is subject to these terms & conditions of sale (the “Terms”). Each of you & FTO is a “Party” &, together, the “Parties” to these Terms. By purchasing Tokens from FTO during the Crowd Sale, you will be bound by these Terms & any terms incorporated by reference. If you have any questions regarding these Terms, please contact FTO at: [email protected]
The initial crowdsale of Fractal Token constitutes a sale of ethereum based erc20 tokens as a mean of taking part to a donation crowdfunding campaign, aimed to finance a future project (the “MC Fractal Project”). It is the responsibility of each purchaser of token to determine if he/she/it can legally purchase token in his/her/its jurisdiction. This document does not constitute a prospectus of any sort, is not a solicitation for investment and does not pertain in any way to an initial public offering or a share/equity offering and does not pertain in any way to an offering of securities in any jurisdiction.
The “MC Fractal Project” consist in the creation of a Crypto Fund, that will use its funds to trade in Crypto Markets using the innovative MC Fractal Studies systems and methods of analysis, with the purpose to generate profits. Majority of those profits (see Allocations section of Exhibit C) will be used to buy Fractal Tokens in the Exchanges they will be traded on, supporting their value.
The Crypto Fund (named “MC Fractal Fund”) will be a private, closed fund (not in any way a typical “hedge fund” or an “investment fund” of any form), it will NOT be open to the public investors nor to private investors nor to investors of any kind whatsoever, and it will have no legal obligations with Token holders.
1. Tokens. FTO intends to create a total of 650,000,000 Tokens. Of those, 500.000.000 will be made available for public sale through the sale process described in these Terms (the “Token Sale”). The remaining Tokens will be allocated to Collaborators and to the CryptoFund.
2. Commencement and Duration of Token Sale. The Token Sale will begin on 20 February 2018 at around 17:00 AM GMT+1 and will end 31 July 2018 (as defined in Exhibit B).
3. Eligibility to Participate in the Token Sale. In order to be eligible to participate in the Token Sale, you must Comply with all the terms and conditions set forth in these Terms.
4. Purchase and Sale of Sale Tokens During the Token Sale. (a) The price, terms, and conditions governing the purchase and sale of Sale Tokens in the Token Sale are set forth in Exhibit B of these Terms. (b) Binding Purchase. You acknowledge and agree that your acceptance of these Terms and your transmission of payment constitute a binding present obligation to purchase the corresponding quantity of Tokens.
5. Delivery of Sale Tokens. Delivery of Tokens is governed by the CrowdSale Smart Contract with the ethereum address “0x8d415c27f7FcC06a7173720682120681c77B0042” and name “Fractal Tokens CrowdSale”, the delivery is immediate and automatic, tokens will be delivered to the ethereum wallet used to make the payment. It’s your responsibility to understand what you are doing.
6. Purchase, ownership, receipt, or possession of Tokens carries no rights, express or implied, other than the right to hold them in your ethereum wallet, and trade them in erc20 exchanges. In particular, you understand and accept that Tokens do not represent or confer any ownership right or stake, share, security, or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation/voting in or relating to FTO. The Tokens are not intended to be a security or a regulated commodity interest, and you agree and acknowledge that you are purchasing the Tokens as a way of crowdfunding and not for speculative investment purposes or financial gain. The Tokens will be delivered to you as ERC-20 compliant Ethereum network tokens. The wallet software you use to access your Token Receipt Address (and any address to which you subsequently transfer the Tokens) must be compatible with Ethereum ERC-20 tokens.
7. Scope. (a) Unless otherwise stated herein, these Terms only govern your purchase of Sale Tokens from FTO during the Token Sale. (b) Any use of Tokens will be governed by other applicable terms and conditions and policies of FTO or third parties.
8. Cancellation. All Sale Token purchases from FTO are final, and there are no cancellations. Tokens are not refundable.
9. Token Allocation. Important information about FTO’s creation and intended use of the Tokens is provided in Exhibit A. By purchasing Sale Tokens, you acknowledge that you have read and understand Exhibit A.
10. Acknowledgment and Assumption of Risks. You acknowledge and agree that there are risks associated with purchasing Sale Tokens, owning Sale Tokens, using Sale Tokens, etc. BY PURCHASING SALE TOKENS, YOU EXPRESSLY ACKNOWLEDGE AND ASSUME THESE RISKS. Prior to purchasing Token, You should carefully consider the below risks and, to the extent necessary, consult a lawyer, accountant, and/or tax professionals prior to determining whether to purchase Token. You represent and warrant that, to the extent permitted by law, You are authorized to purchase Token in your relevant jurisdiction, are of a legal age to be bound by these Terms, and will not hold FTO, its parent and affiliates, and the officers, directors, agents, joint ventures, employees and suppliers of FTO or our parent or affiliates, now or in the future and any other member of the MC Fractal Fund Project liable for any losses or any special, incidental, or consequential damages arising out of, or in any way connected to the Token Sale sale. You understand and accept that while We will make reasonable efforts to develop and complete the MC Fractal Fund Project, it is possible that such development may fail and Token may become useless and/or valueless due to technical, commercial, regulatory or any other reasons (see also Exhibit D regarding Risks). You therefore understand and accept that purchasing Token carries significant financial, regulatory and/or reputational risks (including the complete loss of value of purchased Token, if any). You understand and accept that You may not have any expectation of influence over governance on the MC Fractal Fund Project and that for the purpose of the development and execution of the Project, the scope of the development work will be triggered by the amount of funds received during the Token Sale. You understand and accept that smart contract technology is still in an early development stage and its application is of experimental nature, which carries significant operational, technological, financial, regulatory and reputational risks.
11. Security. You are responsible for implementing reasonable measures for securing your Token Receipt Address and the wallet software you use to access that address, and any other address, wallet, vault or other storage mechanism you use to receive, hold, or access Sale Tokens purchased from FTO, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your Sale Tokens. Notwithstanding any other provision of these Terms, FTO shall not be responsible or liable for any damages, losses, costs, penalties, fines, or expenses arising out of or relating to (i) your failure to implement reasonable measures to secure the wallet, vault or other storage mechanism you use to receive and hold Sale Tokens or the relevant access credentials; or (ii) the loss of or unauthorized use of any of your access credentials.
12. Kyc. You have undertaken a complete FICA or other similar compliance measure conducted by an exchange or regulated broker when converting fiat currency to ETH according to the Financial Intelligence Centre Act (38 of 2001) – FICA. The main objective of such a compliance measure is to fight financial crime such as money laundering, tax evasion and terrorist financing activities.
13. Taxes. Any amounts that you pay for Sale Tokens are exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of Sale Tokens, including, for example, sales, use, value added, and similar taxes. It is your responsibility to withhold, collect, report, and remit the correct taxes to the appropriate tax authorities. FTO is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of Sale Tokens.
14. Your Representations and Warranties. You represent and warrant that: (a) You have sufficient understanding of technical and business matters, cryptographic tokens, token storage mechanisms (such as token wallets), and blockchain technology to understand these Terms and to appreciate the risks and implications of purchasing the Sale Tokens; (b) You have read and understand the terms and conditions of these Terms (including all exhibits which are part of these Terms); (c) You understand the restrictions and risks associated with the creation of Tokens as set forth herein, and acknowledge and assume all such risks; (d) You have obtained sufficient information about the Tokens, the crowdfunding, to make an informed decision to purchase the Sale Tokens; (e) You understand that the Tokens do not confer any rights of any form with respect to FTO, including, but not limited to, any ownership, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (f) You are purchasing Sale Tokens solely for the purpose of donating to a crowdfunding campaign. You are not purchasing Sale Tokens for any other purposes, including, but not limited to, any investment, speculative, or financial purpose; (g) Your purchase of Sale Tokens complies with applicable laws and regulations in your jurisdiction, including, but not limited to, (i) legal capacity and any other threshold requirements in your jurisdiction for the purchase of the Sale Tokens and entering into contracts with FTO, (ii) any foreign exchange or regulatory restrictions applicable to such purchase, and (iii) any governmental or other consents that may need to be obtained; (h) You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of Sale Tokens; (i) If you are purchasing Sale Tokens on behalf of any entity, you are authorized to accept these Terms on such entity’s behalf, and such entity will be responsible for breach of these Terms by you or any other employee or agent of such entity (references to “you” in these Terms refer to you and such entity, jointly); (j) You are not a resident or domiciled in or purchasing Sale Tokens from a location in any of the jurisdictions listed in Exhibit E; i) a citizen or resident of a geographic area in which use of the Token in connection with Protocol Utility is prohibited by applicable law, decree, regulation, treaty, or administrative act, (ii) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other applicable sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals List, the U.S. Department of State’s Debarred Parties List or other applicable sanctions lists. You hereby represent and agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, you will immediately cease using Token. Finally, you agree that you will not knowingly forward the Tokens to a party subject to U.S. or other applicable sanctions; and (l) You will at all times maintain control of your Token Receipt Address and the private key and/or any account credentials associated with the Token Receipt Address, and will not share or disclose the private key or account credentials with any other party. If you transfer the Tokens to another address, you will similarly maintain control of, and not share or disclose the private key or account credentials for, such other address.
16. Indemnification. (a) To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless FTO and its respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (the “FTO Parties”) from and against all claims, demands, actions, damages, losses, costs, and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of Tokens, (ii) you responsibilities or obligations under these Terms, (iii) your violation of these Terms, or (iv) your violation of any rights of any applicable law or the other person or entity. (b) FTO reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under Section 16(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and FTO.
17. Disclaimers. (a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) THE SALE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND FTO EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AS TO THE SALE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, (B) FTO DOES NOT REPRESENT OR WARRANT THAT THE SALE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE SALE TOKENS WILL BE CORRECTED, AND (C) FTO CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SALE TOKENS OR THE DELIVERY MECHANISM FOR SALE TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PROCESS OF PURCHASING TOKENS WILL BE UNINTERRUPTED OR ERROR-FREE. (b) Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this Section 17 may not apply to you.
18. Limitation of Liability. (a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (i) IN NO EVENT WILL FTO BE LIABLE FOR LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE SALE TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE), AND (ii) IN NO EVENT WILL THE AGGREGATE LIABILITY OF FTO AND FTO PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SALE TOKENS, EXCEED THE U.S. DOLLAR EQUIVALENT OF THE AMOUNT YOU PAID TO FTO FOR THE SALE TOKENS AS VALUED AT THE TIME OF YOUR PURCHASE. (b) THE LIMITATIONS SET FORTH IN SECTION 18(a) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF FTO. (c) Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this Section 18 may not apply to you.
19. Release. To the fullest extent permitted by applicable law, you release FTO and the other FTO Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under any applicable jurisdictions that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
20. Dispute Resolution; Governing Law and Venue. These Terms will be governed by and construed and enforced in accordance with the laws of the Republic of Italy, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. This document shall be governed by the laws of the Republic of Italy. The courts of Italy shall have exclusive jurisdiction over any and all disputes arising out of these Terms.
21. Severability. If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
22. Complete Agreement. These Terms set forth the entire understanding between You and FTO with respect to the sale and use of Token. For facts relating to the sale and use of Token, You agrees to rely only on the Terms and understands that the Terms alone govern the sale and use of Token and supersede any public statements about the initial sale made by third parties or by FTO or individuals associated with FTO, past and present and during the Token Sale.
23. The failure of FTO to require or enforce strict performance by You of any provision of these Terms or FTO’s failure to exercise any right under these agreements shall not be construed as a waiver or relinquishment of FTO’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by FTO of any provision, condition, or requirement of these Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in this these Terms, no representations, statements, consents, waivers, or other acts or omissions by FTO shall be deemed a modification of these Terms nor be legally binding, unless documented in physical writing, hand signed by You and a duly appointed officer, employee, or agent of FTO.
24. Disruption Event. Force Majeure. In the event of a Disruption Event, FTO shall have the right to suspend the Token Sale. If FTO elects to suspend the Token Sale, FTO will publicly announce the suspension as soon as reasonably practicable and, prior to resuming the Token Sale, FTO will announce the resumption at least four (4) hours in advance. A “Disruption Event” means (i) any event or occurrence that causes a disruption in the functionality of the Ethereum network or of the blockchain network underlying any of the accepted Purchase Currencies, and such disruption has a material adverse effect on the processing time for network transactions, or (ii) any event or occurrence that causes a disruption in the functionality of the smart contracts or other software used in connection with the Token Sale and such disruption has an adverse effect on the implementation of the Token Sale, (iii) a change in the price of ETH of twenty percent (20%) or more in any twenty four (24) hour period, or (iv) any compromise of security that has or in our sole good faith determination
may have an adverse impact on the Token Sale.
By placing a purchase order of Fractal Tokens, YOU : (i) Consent and agree to the Terms; (ii) Represent and warrant that you are legally permitted to purchase Fractal Tokens in your jurisdiction; (iii) Represent and warrant that You are of a sufficient age to legally purchase Tokens or have received permission from a legal guardian who has reviewed and agreed to these Terms; (iv) Represent and warrant that You will take sole responsibility for any restrictions and risks associated with the purchase of Tokens as set forth below; (v) Represent and warrant that You are not purchasing Fractal Tokens for the purpose of speculative investment; (vi) Represent and warrant that You are purchasing Fractal Tokens as a mean of take part in the crowdfunding campaign, in other words, a donation, for the creation of the MC Fractal Fund; (vii) Represent and warrant that You have an understanding of the usage and intricacies of cryptographic tokens, like ETH, and blockchain-based software systems; (viii) Represent and warrant that You are not a citizen or resident of a country, whose legislation conflicts with the present allocation of Token and/or the MC Fractal Fund Project in general and (ix) Represent and warrant that Your are not a resident of a country listed in Exhibit E of these Terms.
Creation and Allocation of Tokens
1. FTO intends to create 650,000,000 Tokens.
2. Of those, 500,000,000 will constitute the Sale Tokens available for purchase in the Token CrowdSale.
3. Any Sale Tokens unsold during the Token Sale will be allocated as Token Reserve in the Token Fund.
4. The remaining 150.000.000 (reserve tokens) will be allocated in the following way:
– 10% of tokens sold during the Token Sale (max 50.000.000) will be allocated as reward for “bounty programs” participants.
– 62.500.000 tokens allocated as reserves in the Crypto Fund (Token Fund).
– 12.500.000 tokens allocated for marketing at early stage.
– 5% of tokens sold during the Token Sale (max 25.000.000) will be distributed among Advisors.
5. Any bounty programs reserved Tokens unallocated will be allocated as Token Reserve in the Token Fund.
Any unsold Tokens will be allocated as Token Reserve in the Token Fund.
Token Sale Pricing, Terms, and Conditions
1. Price; Purchase Currency.
(a) Tokens will be priced in ethereum (“ETH”).
(b) The crowdsale is divided in three phases:
– Seed Round: price is 0.000045 ETH per Token, 10.000.000 tokens will be sold during this round.
– Pre Ico: price is 0.00009 ETH per Token, 90.000.000 tokens will be sold during this round.
– Main Ico: price is 0.00015 ETH per Token, 400.000.000 tokens will be sold during this round.
(c) Tokens can solely be purchased in the ethereum (ETH) cryptocurrency. (i) The purchase will be done through the “Buy Token” page on the website.
2. Token Sale Limit.
(a) Duration of Token Sale:
– Seed Round: 45 days.
– Pre Ico: 30 days.
– Main Ico: 60 days.
The Token Sale will be halted earlier if all tokens have been sold.
3. Know your customer. By taking part in the Token Sale, you declare to have undertaken a complete FICA or other similar compliance measure (“Know your customer”) conducted by an exchange or regulated broker when converting fiat currency to ETH according to the Financial Intelligence Centre Act (38 of 2001) – FICA. The main objective of such a compliance measure is to fight financial crime such as money laundering, tax evasion and terrorist financing activities.
4. Soft Cap. This Token Sale “SoftCap” is set to 100 ETH (ethers).
Once the Token Sale is over, the total amount of raised ethers will be counted, IF such amount will be less than the SoftCap (100 ETH), then the token sale will be considered not successful and the fractal project aborted.
In such eventuality, all crowdsale investors will be fully refunded, and all Fractal Tokens will be destroyed/locked forever, and no Bounty tokens will be distributed.
Certain Risks Relating to Purchase, Sale, and Use of Tokens
Important Note: As noted elsewhere in these Terms, the Tokens are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented in this Exhibit D is intended to form the basis for any investment decision, and no specific recommendations are intended. FTO expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit D, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting from such information. By purchasing, owning, and using Tokens, you expressly acknowledge and assume the following risks:
1. Risk of Losing Access to Tokens Due to Loss of Private Key(s), Custodial Error, or Purchaser Error. A private key, or a combination of private keys, is necessary to control and dispose of Tokens stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing Tokens will result in loss of such Tokens. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of you Tokens. Additionally, your failure to follow precisely the procedures set forth for buying and receiving Tokens, including, for instance, if you provide the wrong address for the Purchaser Address, or provides an address that is not ERC-20 compatible, may result in the loss of your Tokens.
2. Risks Associated with the Ethereum Protocol. Because Tokens are based on the Ethereum protocol, any malfunction, breakdown, or abandonment of the Ethereum protocol may have a material adverse effect on Tokens. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Tokens, including the utility of the Tokens for obtaining Services, by rendering ineffective the cryptographic consensus mechanism that underpins the Ethereum protocol.
3. Risk of Mining Attacks. As with other decentralized cryptographic tokens based on the Ethereum protocol, the Tokens are susceptible to attacks by miners in the course of validating Token transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Tokens, including, but not limited to, accurate execution and recording of transactions involving Tokens.
4. Risk of Hacking and Security Weaknesses. Hackers or other malicious groups or organizations may attempt to interfere with the Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, hackers attacks and spoofing.
5. Risks Associated with Markets. The Tokens are intended as a non utility reward for your donation in the crowdfunding campaign, they don’t have any use in any ecosystem. If secondary trading of Tokens is facilitated by third-party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to Tokens (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
6. Risk of Uninsured Losses. Unlike bank accounts or accounts at some other financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by FTO, to offer recourse to you.
7. Risks Associated with Uncertain Regulations and Enforcement Actions. The regulatory status of the Tokens and distributed ledger technology is unclear or unsettled in many jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including the Tokens. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including the Tokens. Regulatory actions could negatively impact the Tokens in various ways, including, for purposes of illustration only, through a determination that the purchase, sale and delivery of the Tokens constitutes unlawful activity or that the Tokens are a regulated instrument that require registration or licensing of those instruments or some or all of the parties involved in the purchase, sale and delivery thereof. FTO may cease operations in a jurisdiction in the event that regulatory actions, or changes to law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
8. Risks Arising from Taxation /The tax characterization of Tokens is uncertain. You must seek your own tax advice in connection with purchasing Tokens, which may result in adverse tax consequences to you, including withholding taxes, income taxes and tax reporting requirements.
9. Risk of an Unfavorable Fluctuation of Purchase Currencies or Token Value. If the value of the Ethereum or Token fluctuates unfavorably during or after the Token Sale, FTO team may not be able to fund development, or may not be able to develop or maintain the project in the manner that it intended. In addition to the usual market forces, there are several potential events which could exacerbate the risk of unfavorable fluctuation in the value of Ethereum or Token, including another DAO-like attack on the Ethereum network, or significant security incidents or market irregularities at one or more of the major cryptocurrency exchanges.
10. Unanticipated Risks. Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks included in this Exhibit D there are other risks associated with your purchase, possession, and use of the Tokens, including unanticipated risks. Such risks may further materialize as unanticipated variations or combinations of the risks discussed in this Exhibit D.
LIST OF JURISDICTIONS BANNED
This CrowdSale and the use direct or indirect of Fractal Tokens now and in the future is NOT intended for the countries, territories and jurisdictions in which the transactions contemplated by this Website are or becomes illegal, prohibited or restricted in any way (“Prohibited Jurisdictions”, or “Restricted Territories“).
Prohibited Jurisdictions (or Restricted Territories) list includes but is not limited to the following territories:
China, South Korea, United States.
The Tokens have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold, resold, pledged, taken up, exercised, renounced, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Securities will not be registered under 22/25 applicable securities laws of any state, province, territory, county or jurisdiction of a Restricted Territory.
Accordingly, unless an exemption under the relevant securities law is applicable, the Tokens may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into a Restricted Territory where to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.
There will be no public offering of the Tokens in the United States. If you are not permitted to view materials on this website are in any doubt as to whether you are permitted to view these materials, please exit this website
This Website, the FTO CrowdSale (TokenSale), the use of Fractal Tokens, is NOT intended nor available for citizens or residents or persons associated in any way with any country or territory or jurisdiction in which the transactions contemplated by this Website are or becomes illegal, prohibited or restricted in any way (“Prohibited Jurisdictions”).
If you are accessing this website from a Prohibited Jurisdiction, please exit this website now.
FURTHER TERMS AND CONDITIONS
1. This Website is not a prospectus or disclosure document and is not an offer to sell, nor the solicitation of any offer to buy any investment or financial instrument in any jurisdiction and should not be treated or relied upon as one.
This Website does not constitute advice nor a recommendation by FTO, to any recipient of this website/page on the merits of the participation in the Fractal Token Crowdsale.
This Website is for information purposes only and is subject to change.
Written authorization is required for distribution of any or all parts contained herein.
2. This Website and the Fractal Token Crowdsale and any information on the Fractal Token website and/or other documents is not intended for nor applicable to any citizens or residents in any Country or Territory or Jurisdiction in which the transactions contemplated by this Website is or becomes illegal, prohibited or restricted in any awy (“Prohibited Jurisdictions”).
Citizens or legal entities domiciled in “Prohibited Jurisdictions” should not participate in the Fractal Token Crowdsale.
It is your full responsibility to check whenever by participating in this crowdsale you are acting within the limits of the laws in force in your country.
If you are a citizen or a legal entity domiciliated in a “Prohibited Jurisdiction” you should not engage in the Crowdsale.
Should you take part in the Crowdsale, you declare and agree that you are acting within the limits of the laws in force in your country, and you accept and declare to hold FTO harmless. FTO disclaim any responsibility.
3. Fractal Tokens should not be acquired for speculative or investment purposes with the expectation of making a profit or immediate re-sale.
4. No promises of future performance or value are or will be made with respect to Fractal Tokens, including no promise of inherent value, and no guarantee that Fractal Tokens will hold any particular value.
5. Unless prospective participants fully understand and accept the nature of FTO and the potential risks inherent in Fractal Tokens, they should not participate in the Fractal Token Crowdsale.
6. Fractal Tokens are not a security and are not structured, offered or sold as a security.
Fractal Tokens are not shares of MC Fractal Fund.
Fractal Tokens are not participation in MC Fractal Fund.
Fractal Tokens do not pay any dividends.
Fractal Tokens do not pay any commissions.
Fractal Tokens do not represent an ownership position in the MC Fractal Fund.
Fractal Tokens do not represent a creditor relationship with MC Fractal Fund.
Fractal Tokens do not provide equity based on their acquisition.
Fractal Tokens do not hold any rights in MC Fractal Fund.
Fractal Tokens sold during the Crowdsale are not refundable.
Fractal Tokens are sold as a functional good and all proceeds received by FTO may be spent freely by FTO absent any conditions.
As of the date of publication of this terms, Fractal Tokens have no known uses and are not permitted to be sold or otherwise traded on third-party exchanges.
7. Participation in the Fractal Token Crowdsale carries substantial risk and may involve special risks that could lead to a loss of all or a substantial portion of such an investment.
Do not participate in the Fractal Token Crowdsale unless you are prepared to lose the entire amount you allocated to purchasing Fractal Tokens.
Fractal Token holders assume risk when participating in trading activities and such activities have inherent risks.
8. Unforeseen problems could result in the loss of all of a Fractal Token holders funds or Fractal Token value.
You join this crowdsale at your own risk and you waive any claims and hold FTO harmless from any damages with regard to your investments.
9. FTO cannot guarantee the accuracy of the statements made or conclusions reached in this website/page.
FTO does not make and expressly disclaims all representations and warranties (whether express or implied by statute or otherwise) whatsoever, including but not limited to:
– any representations or warranties relating to merchantability, fitness for a particular purpose, suitability, wage, title or non-infringement;
– that the contents of this website/page are accurate and free from any errors;
– that such contents do not infringe any third party rights.
FTO shall have no liability for damages of any kind arising out of the use, reference to or reliance on the contents of this website/page, even if advised of the possibility of such damages.
10. Please note that FTO may decide to amend the intended functionality of its Fractal Tokens in order to ensure compliance with any legal or regulatory requirements to which we are subject. Fractal Tokens could be impacted by regulatory action, including potential restrictions on the ownership, use, or possession of such tokens. Regulators or other circumstances may demand that the Fractal Token mechanics be altered, all or in part.
FTO may revise mechanics to comply with regulatory requirements or other governmental or business obligations.
11. FTO intends to invest the Fractal Tokens contributions to fund the creation of the MC Fractal Crypto Fund, as well as other operations.
However, FTO makes no representations or warranties as to the timing of such operations.
12. This website/page contains forward-looking statements or information that relate to FTO current expectations and views of future events.
In some cases, these forward looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “anticipate”, “aim”, “estimate”, “intend”, “plan”, “seek”, “ideally”, “believe”, “potential”, “continue”, “is/are likely to” or the negative of these terms, or other similar expressions intended to identify forward-looking statements.
FTO has based these forward-looking statements on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, financial needs, or the results of a token event or the value or price stability of Fractal Tokens.
In addition to statements relating to the matters set out here, this website/page contains forward-looking statements related to FTO proposed operating model. The model speaks to its objectives only, and is not a forecast, projection or prediction of future results of operations.
Forward-looking statements are based on certain assumptions and analysis made by FTO in light of its experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate, and are subject to risks and uncertainties.
Although the forward-looking statements contained in this website/page are based upon what FTO believes are reasonable assumptions, these risks, uncertainties, assumptions, and other factors could cause FTO actual results, performance, achievements, and experience to differ materially from its expectations expressed, implied, or perceived in forward-looking statements.
Given such risks, prospective participants in this token event should not place undue reliance on these forward-looking statements.
All information here that is forward-looking is speculative in nature and may change in response to numerous outside forces, including technological innovations, regulatory factors, and/or currency fluctuations, including but not limited to the market value of cryptocurrencies.
13. You acknowledge that the purchase of Fractal Tokens is entirely at your own risk and that you are not a citizen or resident or associated with any jurisdiction where participation in this crowdsale is prohibited or restricted.
Fractal Tokens are not refundable, nor are they securities or for speculation. There is no promise of future performance.
- I have read and understood the Terms and Conditions present in this page/document, and i agree and consent to them fully.
- I am over the minimum age of 18 years giving me the right to use the website of FractalToken, and take part in the CrowdFund/CrowdSale.
- The information contained on this website does not constitute accounting, legal, financial, consulting investment or other professional advice. I bear all the risks from any decision to hold, purchase or sell ETH/FTO on this website. FTO will not be liable for any loss suffered.
- I have undertaken a complete FICA or other similar compliance measure conducted by an exchange or regulated broker when converting fiat currency to ETH according to the Financial Intelligence Centre Act (38 of 2001) – FICA. The main objective of such a compliance measure is to fight financial crime such as money laundering, tax evasion and terrorist financing activities.